Standard Terms and Conditions of Sale – HAHA AI Vending Machines

The Vend Shop Pty Ltd (ABN 89 619 432 281) | Version 2.0 | Last updated: June 2026

1. Overview

These Terms and Conditions ("Terms") govern the supply by The Vend Shop Pty Ltd (ABN 89 619 432 281) ("TVS", "we", "us", "our") of:

These Terms apply to all customers ("Operators") purchasing or leasing HAHA AI Vending Machines ("Machines")

Operators directly agree terms of use and access to the cloud-based software, AI detection, and management systems supplied and owned by HaHa and made available through the App (defined below) ("Platform"). Further Operators must directly agree terms of use with Nayax as the payment processor for transactions through the Machines.

2. Role of the Parties

The Operator acknowledges and agrees that:

TVS is the authorised Australian distributor of the Machines and provides operator-facing support and services for the Machines only;
HaHa (Wuhan Haha Bianli Science and Technology Co., Ltd.) is the manufacturer of the Machines and the owner and operator of the Platform and is the provider of all services through the Platform. The Operator agrees that TVS is not responsible or involved in matters relating to the Platform; and
Nayax is the third-party payment processor and merchant of record for transactions through the Machines, under a separate agreement between Nayax and the Operator (or, where applicable, between Nayax and the end customer). The Operator agrees that TVS is not responsible for or involved in payment processing.

3. Supply of Machines

Machines are supplied to Operators on a Sale or Lease basis as set out in:.

Commercial terms are set out in:

any TVS proposal or quote issued by TVS; and
any invoice issued by TVS.

4. Fees

Operators agree to pay all applicable fees set out in the relevant TVS proposal, quote, or invoice, which may include:

Purchase or lease fees;
Platform and software fees; and
TVS service or support fees.

5. Payment Systems

Machines integrate with Nayax as the sole payment processor and fee collector for all transaction-related and platform charges.

The Operator:

must enter into a separate agreement directly with Nayax prior to operating any Machine, this agreement will be sent from The Vend Shop with a link to the Nayax onboarding application;
must complete Nayax’s onboarding process, including Know Your Customer (KYC) and Anti-Money Laundering (AML) verification and provision of a valid merchant bank account for settlement, before any Machine can process payments. A one-off KYC/AML setup fee applies.);
is responsible for payment configuration, settlement banking details, and compliance with the Operator–Nayax agreement;
bears responsibility for chargebacks, payment declines, and payment disputes in accordance with the Operator–Nayax agreement, except where the chargeback or dispute is caused by a defect in the Platform attributable to HaHa; and
acknowledges that TVS does not store full payment card details.

5.1 How Fees Are Collected — Nayax collects all ongoing platform and transaction fees directly from the Operator on behalf of TVS. Nayax remits those fees to TVS, and TVS in turn pays HaHa its portion monthly. The Operator is not required to make separate payments to TVS or HaHa for ongoing platform or transaction charges.

5.2 Fee Schedule — The categories of ongoing fees collected by Nayax include monthly software fees, SIM charges (where applicable), Nayax merchant fees, per-transaction processing fees, and HaHa AI recognition fees. The current amounts for each fee category are set out in the TVS Fee Schedule, which is provided to Operators at the time of purchase and is available from TVS on request at info@thevendshop.com.au. The TVS Fee Schedule is updated from time to time to reflect changes notified by HaHa or Nayax and does not form part of these Terms.

5.3 TVS has no liability for any loss of revenue, missed transactions, or Machine downtime arising from the Operator’s failure to complete Nayax onboarding or maintain an active Nayax merchant account in good standing.

5.4 All fees are exclusive of GST unless otherwise stated. TVS, HaHa and Nayax may adjust their respective fees from time to time. The Operator will be notified of those changes in accordance with their terms of agreement with TVS, HaHa and/or Nayax as applicable. The current fee schedule is provided to Operators at the time of purchase and is available from TVS on request.

For Nayax support in Australia: Email: au-support@nayax.com.au | Phone: 1300 34 34 846.

6 Platform Access — Mobile App and Web Portal

6.1 Mobile App (Primary Access) — The AI VENDING mobile application ("App") is the primary means of accessing and managing the Machines. The App is required for all operational functions, including device activation, restocking, opening the fridge, adjusting settings, adding products, and managing planograms. Connectivity to the Machine is via Wi-Fi or cellular network; cable connection is not supported.

The App is available for download at:

6.2 Web Portal (Read-Only) — A browser-based web portal is available at https://merchant.hahavending.com for reviewing orders, monitoring statistics, and viewing high-level fridge performance data. The web portal does not provide direct control of the Machine, products, or settings.

6.3 First Login and HaHa End User Agreements — The App requires account registration on first use. As a condition of access to the Platform, the Operator and each person authorised by the Operator to use the App must agree to HaHa's End User Agreement and Privacy Policy on first login. These documents are presented within the App at registration and are also available at the links noted below in 6.4.

The Operator is responsible for ensuring that all authorised users complete this acceptance before operating any Machine. TVS is not a party to those agreements nor is TVS liable for any loss you may suffer from your use of the App or the services offered through the App, which are directly provided by HaHa. TVS's sole responsibility is for the sale and/or lease of the Machines and warranty, service and replacement of the Machines.

6.4 Platform Licence — Subject to payment of applicable fees and compliance with the HaHa End User Agreement, the Operator is granted a non-exclusive, non-transferable right to use the Platform solely in connection with operating the Machines as described in the HaHa End User Agreement. The details of the terms of use can be found as follows:

iOS (Apple App Store): https://apps.apple.com/au/app/ai-vending/id6471780653
Android (Google Play Store): https://play.google.com/store/apps/details?id=com.haha.ai&hl=en_AU

6.5 Platform Restrictions — The Operators must not:

reverse engineer, decompile, or disassemble the Platform or any embedded software;
copy, modify, or create derivative works of the Platform;
sub-license, resell, or transfer Platform access; or
use the Platform other than as permitted by these Terms.

7. Software Ownership

The Platform, the App and underlying software are owned by HaHa (or its licensors). TVS does not own the Platform or its underlying software or is responsible to you in any way for its operation and functionality or any issues. Operators must deal with all such matters directly with HaHa pursuant to the terms of the HaHa End User Agreement. TVS's sole responsibility is for the sale and lease of the Machines and warranty, service and replacement of the Machines.

8. Operator Responsibilities

Operators must:

maintain power and adequate wireless internet or cellular connectivity for Machine operation;
comply with all applicable laws, including food safety, consumer protection, privacy, and surveillance laws, in connection with end-customer interactions at the Machine;
operate Machines in accordance with TVS guidelines and HaHa's operating instructions;
ensure that all authorised users of the App accept HaHa's User Agreement and Privacy Policy on first login (see clause 6.3); and
promptly notify TVS of faults, incidents, or third-party complaints.

9. Data, Technology and Security

In connection with the Platform and the App, data is collected and processed by HaHa, Nayax, and their respective service providers. Data types include transaction data, system and operational logs, AI detection outputs, camera and sensor data (including images and/or video of end customers), and Platform telemetry. TVS does not collect or process any of the data you provide through the Platform or the App. TVS's sole responsibility is related to sale and lease of the Machines and warranty claims and service, replacement of the Machines. TVS only receives the following information about an Operator and a Machine necessary for the sale or lease of the Machine and any warranty, service or replacement of the Machine:

TVS Information

With respect to the TVS Information (defined below), you permit TVS to process, store, use and manage that information:

TVS Information and Security Measures

TVS handles the TVS Information using standard business practices appropriate to the nature of the data.

We only collect, use or manage data relevant to the sale and service of the Machine or warranty or replacement claims with respect to the Machine, such information includes:

Appliance Details: The brand, model number, and serial number (usually found on a manufacturer sticker inside the fridge or on the back) to look up exact parts.
The Symptom: Specific descriptions of the malfunction (e.g., "the freezer is running but the fridge compartment is warm" rather than just "it's broken").
Operational History: Information on when the issue started, unusual noises (clicking, buzzing), or signs of frost/leaking.
Customer Account Information to prepare Service Quotes, Reports & Invoices: Company Name, Address, location of Machine, Customer representative details and contact information and Billing details to receive payment for services performed by TVS or HaHa.
Compliance & Warranties: Service history logs (TVS Information)

TVS Information is stored in TVS's business systems, which are operated by enterprise service providers including Microsoft 365 (general business records) and Atlassian (Jira Service Management for support records). Those providers maintain industry-standard security certifications and provide encryption of data in transit and at rest.

Access to TVS Information is restricted to TVS authorised personnel, with multi-factor authentication and role-based access controls. Records are backed up through the relevant service provider's mechanisms and retained in accordance with TVS's Privacy Policy, generally for up to 7 years to meet ATO and other record-keeping requirements.

TVS maintains procedures to identify, contain, and respond to data security incidents in accordance with the Privacy Act 1988 (Cth) and the Notifiable Data Breaches scheme.

TVS does not operate the HaHa Platform or process Platform data. Information about HaHa's platform security and data handling is provided by HaHa directly and summarised in TVS's Privacy Policy for Operator and end-customer reference.The HaHa data policy can be found at the URL link in Clause 6.4.

10. Third-Party Services

TVS relies on third-party providers to directly provide you with the Platform and the App including:

HaHa (manufacturer, Platform provider, and cloud infrastructure);
Nayax (payment processor and merchant of record);
Tencent Cloud (cloud hosting and data storage); and
cellular and internet connectivity providers.

11. System Availability

TVS does not guarantee uninterrupted operation of the Machines or the Platform or the App. Services may be affected by:

internet or cellular connectivity;
third-party payment systems;
cloud and Platform services;
scheduled maintenance and software updates; and
technical faults.

12. Connectivity Requirements

Machines require active wireless internet (Wi-Fi) or cellular connectivity to operate. Cable connection is not supported. The Operator acknowledges that:

interruptions to internet, cellular, or cloud services may affect Machine functionality;
certain functions, including payments and AI detection, may be unavailable during outages; and
TVS is not responsible for third-party network interruptions.

13. Risk and Insurance

Risk in each Machine passes to the Operator on delivery, regardless of supply model. The Operator is responsible for theft, damage, and misuse of the Machines and must maintain appropriate insurance covering theft, damage, and public liability.

14. Indemnity

The Operator indemnifies TVS against all claims, loss, damage, or liability arising from:

the Operator's operation of the Machines;
the Operator's breach of these Terms; or
the Operator's non-compliance with applicable laws.

15. Limitation of Liability

To the maximum extent permitted by law:

TVS excludes all indirect or consequential loss, including loss of profit, business opportunity, goodwill, or data;
TVS's total aggregate liability is limited to the fees paid by the Operator to TVS in the 12 months preceding the event; and
these limits do not apply to liability that cannot be excluded by law, including under the Australian Consumer Law, or to liability arising from fraud or wilful misconduct.

16. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any rights, guarantees, warranties, or remedies available to the Operator under the Competition and Consumer Act 2010 (Cth) or any other law that cannot lawfully be excluded, restricted, or modified.

17. Force Majeure

TVS is not liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, pandemics, acts of government, internet or utility failures, or third-party service provider outages.

18. Warranty

18.1 Standard Warranty — TVS warrants that Machines supplied will be free from defects in materials and workmanship for a period of 12 months from the Activation Day ("Warranty Period"). "Activation Day" means the day on which the Machine is first powered on, connected to the internet or HaHa's network, and successfully registered or authenticated by the Operator via the AI VENDING App.

18.2 Parts-Only — This warranty is a parts-only warranty. During the Warranty Period, TVS will, at its discretion, repair the Machine or supply replacement parts. Unless otherwise agreed in writing, labour, travel, and on-site service costs are not included and may be charged separately at TVS's standard rates.

18.3 Coverage — This warranty applies only to defects arising under normal and intended use of the Machine in accordance with TVS guidelines and HaHa's operating instructions.

18.4 Exclusions — This warranty does not apply to:

misuse, abuse, or neglect;
improper installation (where not performed by TVS);
failure to follow operating instructions;
unauthorised modification or repair;
damage caused by power supply issues, connectivity failures, or environmental conditions; or
normal wear and tear.

19. Notices

Notices under these Terms must be in writing and sent by email or post to the contact details on the relevant TVS invoice or quote (or as updated by written notice). Notices are deemed received: (a) for email, on the next business day after sending if no delivery failure is received; (b) for post, 3 business days after sending within Australia.

20. Assignment

The Operator must not assign or novate any rights or obligations without TVS's prior written consent. TVS may assign or novate to a related body corporate or successor of its business on written notice.

21. Variations

TVS may amend these Terms from time to time. Amendments take effect 30 days after written notice to the Operator, except where the amendment is required for security, regulatory compliance, or operational integrity, in which case it may take effect immediately on notice. The current version is published at www.thevendshop.com.au/terms_haha-nayax.html.

22. Dispute Resolution

If a dispute arises, the Parties must first attempt to resolve it by good-faith negotiation within 21 days. If unresolved, either Party may refer the dispute to mediation administered by the Resolution Institute. Nothing in this clause prevents a Party from seeking urgent injunctive relief.

23. Governing Law

These Terms are governed by the laws of New South Wales, Australia. The Parties submit to the exclusive jurisdiction of the courts of New South Wales.

24. Definitions

In these Terms, the following words have the meanings set out below:

Term	Definition
Activation Day	The day on which a Machine is first powered on, connected to the internet or HaHa's network, and successfully registered or authenticated by the Operator via the AI VENDING App.
App	The AI VENDING mobile application provided by HaHa, available on the Apple App Store and Google Play Store, used as the primary means of managing and operating the Machines.
HaHa	Wuhan Haha Bianli Science and Technology Co., Ltd., the manufacturer of the Machines and owner/operator of the Platform.
Machine(s)	HAHA AI Vending Machines supplied or made available by TVS to the Operator.
Nayax	Nayax Ltd, the third-party payment processor and merchant of record for Machine transactions.
Operator	A customer that has purchased or leased one or more Machines from TVS and agreed to these Terms.
Platform	The cloud-based software, AI detection, and management systems supplied by HaHa, accessed via the App and the web portal at https://merchant.hahavending.com .
Terms	These Standard Terms and Conditions of Sale, as amended from time to time.
TVS	The Vend Shop Pty Ltd (ABN 89 619 432 281) of 80 Vore Street, Silverwater NSW 2128.
Warranty Period	12 months from the Activation Day of a Machine, as described in clause 20.1.

25. Contact

The Vend Shop Pty Ltd

ABN 89 619 432 281

80 Vore Street, Silverwater NSW 2128, Australia

Email: info@thevendshop.com.au

Phone: 1800 001 211

Service Portal: https://provendshop.atlassian.net/servicedesk/customer/portal/15

Website: www.thevendshop.com.au

Terms & Conditions